UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of Earliest Event Reported): December 28, 2012
ANCESTRY.COM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34518
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26-1235962
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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360 West 4800 North, Provo, UT
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84604
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (801) 705-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Introduction
Pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2012 (the Merger Agreement), by and among Ancestry.com Inc., a Delaware corporation (the
Company), Global Generations International Inc. (Parent), a Delaware corporation, and Global Generations Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub, and together
with Parent, the Acquiring Parties), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the Merger). Parent is controlled by investment funds advised by Permira
Advisers, LLC (Permira IV), and, following the Merger, one or more investment funds affiliated with each of Spectrum Equity Investors and certain other co-investors (collectively, other than Permira IV, the Co-Investors and,
collectively with Permira IV, the Equity Investors) indirectly own interests in Parent.
Pursuant to the Merger
Agreement, on December 28, 2012, each outstanding share of common stock of the Company (other than any shares owned by the Company or the Acquiring Parties and holders who have otherwise agreed with Parent or by any stockholders who are
entitled to and who properly exercised appraisal rights under Delaware law (collectively, the Excluded Shares)), was cancelled and converted automatically into the right to receive $32.00 in cash (the Merger Consideration),
without interest. In connection with the closing of the Merger, the Companys Chief Executive Officer and Chief Financial Officer and another employee of the Company rolled over certain of their existing equity interests in the Company into
indirect equity interests of Parent.
The description of the Merger contained in this Introduction does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (the
SEC) on October 22, 2012.
Item 2.01.
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Completion of Acquisition or Disposition of Assets
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The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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As a result of the Merger, all shares of the Companys common stock were cancelled and, other than the Excluded Shares, were
converted into the right to receive the Merger Consideration. Accordingly, on December 28, 2012, the Company notified The NASDAQ Stock Market LLC (NASDAQ) of its intent to remove the Companys common stock from listing on
NASDAQ and requested that NASDAQ file with the SEC an application on Form 25 to report the delisting of the Companys common stock from NASDAQ. On December 28, 2012, in accordance with the Companys request, NASDAQ will file the
Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of the Companys common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act).
Item 3.03.
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Material Modifications to Rights of Security Holders
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As a result of the consummation of the Merger on December 28, 2012, each outstanding share of the Companys common stock (other than the Excluded Shares) was converted into the right to receive
the Merger Consideration.
Additionally, immediately prior to the effective time of the Merger, except as described below,
each option to purchase shares of Common Stock (which options are referred to as Company stock options), whether vested or unvested, that was then outstanding, was converted into the right to receive an amount in cash equal to the
product of (a) the total number of shares of Common Stock subject to such Company stock option and (b) the excess, if any, of $32.00 over the exercise price per share of Common Stock subject to such Company stock option, less such amounts
required to be withheld or deducted under applicable tax provisions. Pursuant to rollover agreements entered into between Parent and each of the Companys Chief Executive Officer and Chief Financial Officer, certain Company stock options held
by such individuals were converted into options to purchase equity interests in an indirect parent entity of the Company.
Also, immediately prior to the effective time of the Merger, except as described below, each
award of restricted stock units with respect to shares of Common Stock (which awards are referred to as Company RSU Awards) that was then outstanding, became fully vested (without regard to any performance conditions) and was converted
into the right to receive an amount in cash equal to the product of (a) the total number of shares of Common Stock subject to such Company RSU Award multiplied by (b) $32.00, less such amounts as are required to be withheld or deducted
under applicable tax provisions. Pursuant to rollover agreements entered into between Parent and each of the Companys Chief Executive Officer and Chief Financial Officer and another employee that agreed to roll over stock options, certain
Company RSU Awards held by such individuals were converted into restricted stock units of an indirect parent entity of the Company.
Item 5.01.
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Changes in Control of Registrant
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The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. Parent funded the Merger Consideration through equity financing obtained from the Equity
Investors and entry into a new $670.0 million term loan and $50.0 million revolving loan facility with a syndicate of financial institutions led by Barclays Bank PLC, as administrative agent and collateral agent, and the issuance of $300.0 million
11.00% Senior Notes due 2020 by Merger Sub, the obligations of which were assumed by the Company upon the consummation of the Merger. As of the effective time of the Merger, the Company is indirectly beneficially owned approximately 54% by Permira
IV. Pursuant to stockholders agreements entered into Permira IV, the Co-Investors and members of our management, Permira IV controls the Company through its right to appoint the board of directors of our indirect parent company and, subject to
certain limitations, its ability to direct the vote of the Co-Investors and members of our management.
This description of
the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission (the SEC) on October 22, 2012.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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In connection with the consummation of the Merger, all of the directors of the Company resigned from their
positions as directors of the Company, as of the effective time of the Merger. Also, in accordance with the terms of the Merger Agreement, at the effective time of the Merger, the directors of Merger Sub were appointed the directors of the Company
and the incumbent officers of the Company immediately prior to the effective time of the Merger were appointed as officers of the Company.
A copy of
the press release announcing the completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc.
(incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2012)
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99.1
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Press Release Announcing Closing of Merger, dated December 28, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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ANCESTRY.COM INC.
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B
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/s/ William C. Stern
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William C. Stern
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General Counsel
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Date: December 28, 2012
EXHIBIT INDEX
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc.
(incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2012)
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99.1
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Press Release Announcing Closing of Merger, dated December 28, 2012
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Ancestry.Com Inc. (MM) (NASDAQ:ACOM)
過去 株価チャート
から 10 2024 まで 11 2024
Ancestry.Com Inc. (MM) (NASDAQ:ACOM)
過去 株価チャート
から 11 2023 まで 11 2024